Rebellion Prologue
by Villain84
Summary: **REBELLION SPOILERS** Ever wonder how things went from Homura, Mami, and Kyoko in the wraith timeline to all six girls fighting nightmares in Homura's Soul Gem world? Look no further! Segway between Original series (episode 12/Eternal) and Rebellion.


Homura sat at her desk and stared down at the next problem of her math homework for the weekend. It was nearly 6 o'clock that Friday evening. She knew Mami and Kyoko would arrive any moment now so that the three of them could head out to the movies. The previous night the three of them had stayed up an extra couple of hours to cripple the forces of the wraiths, so they knew they would not be resurface for a few late hours, allowing them some free time that night.

Homura did not care much for movies. Nothing in this life meant anything to her anymore. Each day she lived and fought the wraiths, going through the motions, all while waiting for the day that her soul gem would become darkened, and Madoka would come for her.

She would admit though, that she was becoming more attached to Mami and Kyoko the more time they spent together. It felt somewhat refreshing to her, this new timeline. She new nothing of what would happen, but she knew that this month would go by without either of them dying. Anything could happen in this month, and nothing she could anticipate or predict. Both of them were strong magical girls, and both were friendly to her. It was clear to Homura that they both wanted her to be more open to them. She would admit that she cared for them. She had made it a new goal of hers to keep alive and see to it that they both are taken by the Law of Cycles.

In this timeline, Mami had taken Kyoko into her apartment, allowing the latter to sleep on her couch. Both of them were happy together, living like sisters. Mami had also encouraged... or pushed rather- Kyoko into attending Mitakihara Middle School. The blonde very strict with the redhead in terms of academics, more so than with Magical Girl battles. She needed to be to keep Kyoko attentive.

After a minute of contemplating, Homura finally figured out the answer to the problem, and scribbled it down, just as she heard a knock at the door.

She stood up from her seat and tied Madoka's red ribbon around her hair and headed for the door.

"Good evening, Akemi-san," Mami said cheerfully.

"Hey Homura!" Kyoko said with a smile. "Come on! Ya ready to go?"

"Yeah, let's go," Homura whispered with a smile as she followed her two friends out.

* * *

The trio trekked towards the theatre on the city sidewalk. The sun had set now. Streetlights lit up and thousands of tiny lights decorated the buildings in the distance. Kyoko had taken out her pokey and offered a stick to her two friends.

Homura's eyes shifted between the night sky, empty of stars, and the city streetlights, and down the alleyways they passed. Mami and Kyoko continued to make small talk. She barely noticed when Mami asked her a question.

"So Kyoko and I took a look online at what's playing tonight, and we're thinking of seeing _Frozen_. How does that sound, Akemi-san?"

Homura did not quite hear her, still staring out the window, lost in her own thoughts.

"Yo! Earth to Homura!" Kyoko shouted as she gave Homura a playful nudge, snapping her out of her thoughts.

"Hm?" She asked. "What was that?"

"We're seeing _Frozen_ tonight," Mami repeated.

"Oh," Homura shrugged nonchalantly, "I've heard of that movie. It sounds interesting."

"I think it will be a nice break away from all the horrifying things we've been seeing lately," Mami smiled. "A nice cheerful _Disney_ movie." She stared up at the ceiling dreamily. "The last Disney movie I've seen in theatres was _Bolt_. And that was with my parents." She looked sad for a moment at the mention of her parents, but then forced herself to cheer up again. "One of my favorite ones is _Beauty and the Beast_."

"Ah, of course," Kyoko chuckled. "EVERYONE loves that one. My favorite's gotta be either _Mulan_ or _Aladdin_."

The there was a sudden loud rattle as something metal was hit and knocked over in the alley they were passing. Homura paused and looked down the dark alley, seeing no signs of life. She could tell though that something was following them.

"How about you, Homura?" Kyoko asked, "What is your favorite Disney movie?"

"Something wrong?" Mami asked. She and Kyoko both paused.

"We're being followed," Homura replied. In an instant, she transformed into her magical girl suit and drew her bow and arrow.

"I'm starting to sense it too," Mami said. She and Kyoko both transformed and drew their weapons.

Homura took a step down the alleyway, and her companions followed suite, going single-file, first Homura, then Kyoko, then Mami.

Homura slowly stepped towards one dumpster, leaned in close, and sharply knocked on the side, causing a deep hollow echo inside. Nothing. It was clear.

Another step, and suddenly, right out from behind the dumpster jumped a short humanoid figure, who tried to claw at her. But Homura was quicker and let loose an radiant arrow that went right through the figure's chest. A massive fist-sized hole appeared there as the figure flung back and tumbled on the ground before becoming still and silent. Dead.

The three took a step towards it to inspect the body. It was no wraith, that was for sure. The figure wore a dark grey sweatshirt and black sweatpants. Kyoko lifted her soul gem down towards him to light up his face better so the three could see it. It shocking. The face was ghostly white. The figure's eyes were missing, leaving the sockets black and empty, and its mouth was also missing.

"I've seen this before," Kyoko said. "It's called a proxy. It's-"

She did not get to finished before She and Homura heard a few muffled yelps. They both looked behind them to see Mami being dragged out the alleyway by what looked like two black tenticles, one around her waist, the other around her head and covering her mouth.

"Mami!" Kyoko shouted. She shot out her spear towards the tentacle. Homura shot an arrow.

But the two tentacles were faster, and at whiplash speed, dragged Mami out onto the sidewalk again, and around the corner.

Kyoko and Homura both ran out after her, but when they got back outside, they both looked around frantically. Mami was nowhere to be seen.

"Mami!" Kyoko called. "Where are you!"

No answer.

Kyoko readied her spear, holding it at the ready, her face carrying a mixture of rage and determination.

Homura readied another arrow. Admittingly she was surprised that their enemy had gotten the drop on them so easily. But now she needed to be ready for the next strike.

The nearest streetlight on their right suddenly blew out. Before they could react, so did the one on their left. The block they were at was shrouded in darkness, lit only by the next lights farther down the street.

Kyoko gripped her spear more tightly.

Suddenly, a chorus of footsteps could be heard. Both turned , getting each others' backs, as more hooded figures, more proxies, started charging towards them. It seemed that about ten were coming at them on both sides. Some dressed in T-shirts rather than hoodies.

"I got this end!" Kyoko announced as she charged the proxies coming on her side.

Homura was about to protest and stop her from charging, but the proxies on her own side were nearly upon her. She was forced to raise her bow and fire arrow after arrow at her attackers, sometimes fire three shots in one. Each second she could not look back at Kyoko filled her with anxiety.

Within seconds she had managed to blast away all proxies. They all lay down in the street in a bloody mess.

She turned just in time to see Kyoko get dragged down the next alleyway, a long black tentacle dragging her by the ankle.

Homura made a dash towards her friend, but was unable to reach her before she disappeared into the shadows. Once again, no sign of movement inside the alleyway.

Homura was alone. She glanced to each of her sides frantically, eyes open for any possible attacker. She was about to draw another arrow when she suddenly sensed a person was behind her, as though he had been behind her all along and she just now noticed him.

She turned around in time to catch a glimpse of a black suit before two cold hands reached down and grabbed her face. All went black. In an instant, Homura slipped away into unconsciousness.

* * *

Far away, in another plain of existence, in a realm that most humans would not even be able to comprehend, Madoka Kaname sat underneath a large oak tree, a gentle breeze rustling the leaves and wide field of green grass, and blowing through her own pink hair. She sat in a meditative state with her legs crossed, awaiting the imminent arrival of her two arch angels.

As she had expected, Sayaka and Nagisa appeared before her and sat down.

"Hey Madoka," Sayaka greeted her warmly. "You wanted to see us?"

"Is something wrong?" Nagisa asked.

"Thank you both for coming," Madoka said as she opened her eyes, giving her two companions a worried look. "Yes I'm afraid there is trouble.

"I have been watching Kyubey and the incubators. They are planning something wicked. Kyubey has convinced the rest of his colony that it is time they found a way to harvest magical girls for energy."

"But that's impossible for them," Sayaka shrugged. "Thanks to you and the law of cycles, they can't do it."

"That's where the trouble comes in," Madoka continued. "They are currently developing plan to put an end to the Law of Cycles, to capture my own energy and then the energy of all magical girls once again."

"How?" Sayaka asked.

Madoka reached out to them. "Take my hands," She said.

Sayaka clasped one hand while Nagisa took the other. Madoka filled their eyes with visions of a slender figure in a business suit carrying Homura, Mami, and Kyoko in three black tentacles, followed by another of four incubators huddled around a cluster of stones.

"They plan to capture Homura-chan, Kyoko-chan, and Mami-san, and trap them in a new world they will generate in Homura-chan's soul gem," Madoka explained.

"What do you mean?" Nagisa asked.

"You mean like in The Matrix?" Sayaka asked, equally confused.

"Sort of," Madoka nodded. "They will create a new world within the gem and make it an ideal world for Homura-chan. They will encase the gem inside a protective barrier of their own energy that will prevent any external energy from entering, including my own."

"So the Law of Cycles will not be able to take place?" Sayaka asked.

"Exactly!" Madoka exclaimed. "In the soul gem world, they will wait until Homura-chan is on the brink of despair, and then they expect the Law of Cycles' energy to come to save her, and that is when they will ensnare that energy; MY energy."

"Oh no!" Nagisa exclaimed. "What do we do?"

"Well sounds like you're one-step ahead of them!" Sayaka exclaimed happily.

"Yes. I have an idea," Madoka said. "I will enter Homura-chan's soul gem before the barrier is cast. I will protect her and help her break the barrier from the inside. And I would like you two to come with me as well."

"Okay!" Nagisa exclaimed happily.

"Of course I'll come!" Sayaka cheered. "I'm with you all the way, Madoka! And this means I'll get to see Kyoko again, right?"

"That's right," Madoka nodded.

Sayaka smiled at that thought. Ever since she had been taken by the law, and seen all the things Kyoko had done for her over the many timelines Homura had created, her perspective on the redhead had changed drastically. She had been looking forward to the day the law would take Kyoko and the two would be together once again.

"Kyubey and the incubators will probably just consider us to be manifestations of Homura-chan's memories and desires," Madoka continued. "I can disguise our energy traces to seem like such. And also, Sayaka-chan, Nagisa-san, I have a very important job for the two of you."

"What is it?" Sayaka asked, leaning closer.

"In order to convince Kyubey that I am nothing more than an incarnation of Homura-chan's 'imaginary friend', I cannot be tempted to show off any of my goddess-abilities. I need to erase all memory I have of such things, to allow my memories to be rewritten by the new world, just like the other three. And so I will transfer all of my memories to you two."

Sayaka and Nagisa glanced between each other before Sayaka answered. "No problem Madoka. You can count on us!" She gave a thumbs up. Then Sayaka started to chuckle. "I always was a better actress than you, Madoka."

The two friends got a good laugh out of that as Madoka stood up.

"So, you both understand the situation?"

Sayaka and Nagisa stood up and gave a firm salute. "Yes Ma'am!" They announced.

"Are you both ready?"

"Yes, let's go get them!" Nagisa cheered.

* * *

Slender Man appeared from the shadows behind a tree, out on a grassy plain in the far outskirts of Mitakihara, three unconscious girls wrapped up in three of the many black tendrils sticking out from his back. A full moon had risen high in the night sky.

He looked around. The incubators had told him to meet them here at this spot. A short glance around and he noticed four sitting on top of a large flat bed-like rock. One rose and took a step closer towards the very edge or the rock. Clearly this one was Kyubey.

"You arrived earlier than we expected," Kyubey said. "I see you've caught the three."

Without a word, Slender Man approached the rock, the three girls still lifted in the air.

"Lay the brunette down on the rock, would you kindly?"

The tentacle holding Homura gently placed her down on the rock, laying down on her back, facing the sky. The other three incubators jumped down onto the ground out of the way.

"You can put the other two on the ground beside her," Kyubey added.

As told, Slender Man gently lowered Kyoko and Mami down onto the ground, again on their backs and facing the sky.

"Do you have their soul gems as well?" Kyubey asked.

Slender Man reached into his pocket, pulled out his hand and held out the three glowing colored glass orbs before Kyubey.

"Well done," Kyubey said. "Place them down here at Homura's feet.

Slender Mad did as he was told, placing the three soul gems at Homura's feet, all standing upright on their bases.

"Excellent job," Kyubey said. "You've held up your end of the bargain and done a great service for the incubators."

Slender Man simply looked down at Kyubey and said nothing.

"Here is your payment, as promised." Before Kyubey, a large brown sack appeared in a flash of light, a leather string tied tightly around the opening, keeping it closed.

Slender Man reached down and lifted up the bag. He stared at it for a moment before untying the string and having a peek inside.

"I can assure you, it is all there, as promised," Kyubey said.

After a moment, likely of contemplating it, Slender Man tied up the bag again and let it hang at his side, still holding it in his hand.

"Well then," Kyubey continued, "we no longer have use of your service. You may go now."

He stood still for one more moment, but Slender Man finally gave a slight nod before turning around and walking towards the tree from whence he came. As he approached it, he suddenly vanished into thin air, leaving no trace.

"Now then," Kyubey announced, turning back to his brethren, "let's proceed."

"Agreed," said the second incubator.

The four incubators huddled around the three soul gems, and connected their ears together, forming a square. They channeled their energy, and after a few minutes of incantation, their barrier was formed. Nothing could get in or out if they did not allow it.

"As planned," Kyubey announced, "I will enter the barrier and observe the dealings of the three girls while the rest of you observe from out here."

His colleagues all nodded in agreement.

"If all goes as hypothesized, this experiment will capture the entity responsible for the Law of Cycles, 'Kaname Madoka,' as Homura keeps calling her. And with her out of the way, we will be able to harvest magical girls for energy, and triple our productivity!"

"We have no reason to doubt that your research is incorrect," the third incubator stated. "I have full confidence that this experiment will be successful."

"Yes," the second added. "Now go."

Kyubey nodded, and in a blink of his eyes, dematerialized into a wave of energy, and shot into Homura's soul gem. The gem gleamed momentarily once the beam had entered.

* * *

**Author's Note: This is an idea I've been wanting to write up for a while. I saw_ Rebellion_ months ago when it was in theaters (saw a pirated version online), and got this idea after a bit. It's just that it was still the middle of my semester at college at the time, so other stuff was getting in the way. But now the semester's over, and I have more time for ****fan fiction. It seems non-pirated subbed versions of Rebellion have become available online at this point. I see more fanfics popping up relating to it. **


End file.
